UK Society of Chinese Lawyers (UKSCL)

Constitution

1 The name of the Association is the UK Society of Chinese Lawyers (“UKSCL”). The Chinese name for the Association is “英中律师协会”

2 The objects (“the Objects”) for which the Association is established are as follows:

2.1 to promote fellowship and good understanding and to develop and improve relations between the legal professions in Far East to include China, Malaysia, Hong King and Singapore (“ the Far East”) and the United Kingdom;

2.2 to develop and strengthen legal, business and cultural links between the Far East and the United Kingdom;

2.3 to encourage mutual collaboration between lawyers in the United Kingdom and the Far East.

2.4 to create a platform for business networking;

2.5 to exchange information and ideas in relation to professional training, access to justice and other legal topics on a bilateral basis;

2.6 to encourage and support legal and/or social initiatives;

2.7 to promote and organise cooperation in the achievement of these objects and to that end to work in Association with Government organisations, other Professionals and voluntary organisations and to organise and promote social and professional events, joint seminars and to support other Associations in order to achieve these objectives; and

2.8 to do all such other lawful things as may be necessary for the attainment of the above objects or any of them

MEMBERSHIP

3 The Association shall be composed of Ordinary Members, Associate Members, Honorary Members and, subject to Clause 3.4, Corporate Members

3.1 Ordinary Members

The following shall be eligible for membership as individual Ordinary Members:

(a) members of any branch of the legal profession in the United Kingdom or the Far East including:

members of the judiciary; and

(ii) trainee solicitors, trainee legal executives, paralegals, pupil barristers and their equivalent by any other name;

(b) members of any branch of the legal professions in the Far East who are in the United Kingdom or vice versa;

(c ) researchers, lecturers and / or professors from the law (or related) faculties of Universities in Far East and the United Kingdom

For this purpose “members” shall include former members and for the purposes of this Clause 3.1 and Clause 3.2 references to the United Kingdom shall be construed as including references to the Channel Islands and the Isle of Man.

The following shall be eligible for Corporate Membership:

(a) Corporations, firms, sets of chambers and other organisations in the United Kingdom and [ Far East / China/ Malaysia/ HK / Singapore] who have an interest in the objects of the Association,.

3.2 Associate Members

Individuals, law students and lawyers qualified in jurisdictions other than any part of the United Kingdom and Far East who are in the United Kingdom and who have an interest in the objects of the Association shall be eligible as Associate Members. Such members shall not have any voting rights. Such members shall pay a reduced subscription.

3.3 Honorary Members

Honorary Membership can be bestowed by a meeting of the Committee on lawyers or non-lawyers. Honorary Members are exempted from the payment of subscriptions.

3.4 Corporate Members

The Committee shall have the right to recommend the creation of an additional class of membership to be known as Corporate Membership. At the time of making such recommendation the Committee shall determine the categories of corporations, partnerships or other forms of association eligible to become a Corporate Member, the rights of a Corporate Member , the annual subscription payable by it, and all other matters relating to such new class. The recommendation of the Committee shall be considered at a General Meeting of the Association and, if approved by the majority referred to in Clause 32 , the new class of Corporate Member shall be created with effect from the date specified in the resolution passed in General Meeting

ACQUISITION AND LOSS OF MEMBERSHIP

4 Applications for membership of the Association:

4.1 shall be made in writing to the Membership Secretary of the Association and signed by the applicant;

4.2 shall contain full and proper details relating to the application and the subscription properly payable;

4.3 shall be submitted to the Committee for approval; and

4.4 shall be determined by a majority vote of the Committee.

5 Membership shall be terminated by notice in writing by the member, by expulsion or by death or by ceasing to be qualified for membership.

6 Notice of termination shall take effect at the end of the calendar year during which such notice has been given to the Membership Secretary.

7 A member can be expelled by the Committee:

7.1 for dishonourable or unprofessional conduct; or

7.2 for failure to pay the annual subscription.

The member concerned is entitled to appeal against expulsion to a General Meeting which may uphold or quash the decision of the Committee by a simple majority.

SUBSCRIPTIONS

8 The annual subscription shall initially be:

8.1 £[ ]in each calendar year for Ordinary Members; and

8.2 £[ ] in each calendar year for Corporate
members;

8.3 £[ ] in each calendar year for Associate Members;

9 The calendar year shall run from 1 January to 31 December of each year

10 Any increase or reduction in the annual subscription may be determined by resolution passed at any General Meeting of the Association.

11 The Committee of the Association shall be entitled in special cases to reduce the amount of the annual subscription or to waive it altogether.

GENERAL MEETINGS

12 The Annual General Meeting shall be held once in each calendar year on such day as the Committee shall determine.

13 The Chairman or, in his or her absence, the Vice-Chairman, or, in his or her absence, a person nominated by the Committee, shall preside at General Meetings of the Association. Unless otherwise expressly provided in this Constitution each question shall be decided by a majority of votes. Each Ordinary Member of the Association shall have one vote on each question. The Chairman of the General Meeting shall have a second or casting vote.

14 Each Ordinary Member of the Association may appoint another Ordinary Member as his proxy to vote on his behalf at any General Meeting of the Association. The instrument appointing a proxy shall be in writing and shall be signed by the appointer or his duly authorised attorney. The Ordinary Member appointed as a proxy shall be bound to bring to the General Meeting the instrument appointing him as a proxy and the power of attorney or other authority, if any, under which it was signed (or a duly certified copy of either) failing which the proxy shall not have the right to cast a vote on behalf of the appointer

15 The business of the Annual General Meeting shall consist of:

15.1 the reception of the Chairman’s report on the activities of the Association during the preceding year;

15.2 the election of the Officers and of the members of the Committee;

15.3 the approval of the accounts of the Association;

15.4 the appointment of an Auditor if required; and

15.5 any other business of which notice may have been given or which may be permitted to be raised without notice.

16 Any member wishing to raise any matter at the Annual General Meeting shall give notice in writing thereof to the Secretary no later than five working days before the date of the meeting PROVIDED THAT the chairman of the meeting may allow any matter to be raised at the Annual General Meeting without such previous written notice as aforesaid.

17 In addition, the Committee may convene General Meetings of the Association to transact any matter which the Committee wishes to bring before the members. The provisions applicable to the Annual General Meeting shall mutatis mutandis apply to any such General Meeting subject to the provision that any member wishing to raise any matter at such meeting shall give notice in writing thereof to the Secretary not later than ten working days before the date of the meeting.

18 At all General Meetings of the Association the quorum shall be four Ordinary Members.

19 Notice convening a General Meeting shall be sent by the Secretary to the members not less than fourteen days before the meeting and shall specify the matters to be dealt with.

20 Subject to Clause 12 meetings of the Association shall take place at such places, dates and times as may be specified by the Committee.

THE OFFICERS OF THE ASSOCIATION

21 The Officers of the Association shall be the Chairman, the Vice-Chairman, the Secretary, the Membership Secretary, the Social Secretary and the Treasurer if required. The Officers of the Association shall be elected from amongst the Ordinary Members at the Annual General Meeting by a simple majority of the Ordinary Members present.

22 The Committee shall be entitled to elect an Honorary President and an Honorary Vice-President who shall be the Additional Officers of the Association.

THE COMMITTEE

23 The Committee shall consist of:

23.1 the Officers of the Association;

23.2 not more than five further Ordinary Members of the Association elected in the Annual General Meeting by simple majority of the Ordinary Members present;

23.3 the Additional Officers (if any); and

23.4 a person (if any) nominated and invited by the Committee

24 The Officers and the other members of the Committee shall retire at each Annual General Meeting but shall be eligible for re-election.

25 In the event of any vacancy in the Committee other than by retirement at an Annual General Meeting the Committee shall be entitled to fill such vacancy by co-option of another Ordinary Member.

26 The Committee shall elect a Committee member to fill any vacancy amongst the Officers occurring otherwise than by retirement at an Annual General Meeting.

27 The Committee shall meet at least three times a year at regular intervals as well as on the request of the Chairman or, in his or her absence, the Vice-chairman for the despatch of urgent business. Meetings shall be conducted by the Chairman or in his or her absence, the Vice-Chairman or, in his or her absence, a person nominated by the Committee. The quorum of the Committee shall be five members including any two Officers of the Association. The Committee shall decide by simple majority. In case of equality of votes the person conducting the meeting shall have a second or casting vote.
POWERS OF THE COMMITTEE

28 The affairs of the Association shall be managed by the Committee.

29 The Committee of the Association shall have power to do all things reasonably necessary in order to achieve the objects of the Association and (without prejudice to the generality of the foregoing) shall have power:

29.1 to arrange lectures, seminars meetings and conferences;

29.2 to communicate with other institutions in the United Kingdom and elsewhere in relation to the objects of the Association;

29.3 to convene the Annual General Meeting or any other General Meeting;

29.4 to collect the members’ subscriptions;

29.5 to prepare an annual account and submit the same to the Annual General Meeting;

29.6 to record resolutions of the Committee and those of the Annual General Meeting or of any Extraordinary General Meeting;

29.7 to enter into monetary or other legally binding obligations on behalf of the Association and to apply the funds of the Association in satisfaction of those obligations;

29.8 to open bank accounts in the name of the Association and to deposit the funds of the Association with any reputable financial institution; and

PROVIDED ALWAYS that the written consent of any two of the Officers of the Association shall be required for any expenditure of the funds of the Association.

30 The Committee shall have power to appoint sub-committees or sub-groups consisting of such members of the Committee and such other members of the Association as the Committee shall from time to time select to carry out such activities and with such of its powers except any power:

30.1 relating to the expulsion of members;

30.2 to incur any monetary or other legally binding obligation on behalf of the Association;

as the Committee shall determine. Each such sub-committee or sub-group shall keep minutes of its proceedings which it shall produce to the Committee and shall conduct its business in accordance with the directions of the Committee. The Committee shall also have the power to delegate such powers and duties of the Committee (except those relating to the expulsion of members) to individual officers of the Association as it may deem necessary or expedient for the object of furthering any particular activity of the members. The Committee shall have the power to appoint members of the Association to the Committee to fill any casual vacancy.

31 No sub-committee or sub-group shall have the power to incur any expense on behalf of the Association or give any warranty or representation or enter into any commitment on behalf of the Association except to such extent as the Committee from time to time specifically authorises in writing.

32 ALTERATION OF CONSTITUTION

The members of the Association shall have power to alter the Constitution by majority of two-thirds of those present and voting at a General Meeting.

33 EXPENSES

33.1 Any expenses and outgoings of the Association incurred in holding meetings shall be borne by the funds of the Association, including subscription fees.

33.2 All expenses of the Committee reasonably incurred on behalf of the Association will be paid for by the Association.

34 CHAIRMAN’S DECISION FINAL

The decision of the Chairman of the Meeting as to the result of the voting on any question shall be final and an entry in the Minute Book signed by the Chairman of the Meeting shall be conclusive of the terms of any resolution and of its having been passed.

35 MINUTES

The Secretary shall record in a Minute Book the proceedings of all General Meetings and meetings of the Committee.
36 BY-LAWS

The Committee shall have power to make and from time to time amend by-laws for regulating the conduct and affairs of the Association provided the same are not inconsistent with this Constitution. Such by-laws shall be notified to the members within two working weeks of their adoption and shall be binding on all the members as from adoption.

37 REGISTER OF MEMBERS’

The Membership Secretary shall maintain a list of names and addresses of all members of the Association which may be inspected on notice by any member. The Secretary may keep such list on a computer or other medium and each of the members and past members of the Association shall be deemed to have consented thereto unless they shall have given written notice to the contrary to the Secretary.

38 FINANCIAL YEAR

The financial year of the Association shall end on the [ ] in each year to which day the Accounts of the Association shall be balanced.

39 AUDIT OF ACCOUNTS

The Committee shall appoint as soon as practicable a suitable person to serve as the first Auditor. The Auditor shall audit the accounts of the Association before the Annual General Meeting. A vacancy occurring in the office of Auditor during the year shall be filled by the Committee.

40 DISSOLUTION

If the number of members of the Association shall at any time fall below two or if at any time the Association shall pass in a meeting by a majority comprising at least two thirds of the members present and entitled to vote a resolution of its intention to dissolve the Association such dissolution shall take effect immediately. In the event of the dissolution of the Association the available funds of the Association shall be transferred to such one or more charitable institutions having objects which include objects similar or reasonably similar to those hereinbefore declared as shall be chosen by the Committee and approved by the meeting of the Association at which the decision to dissolve the Association is confirmed.